20. Share capital
The share capital of Galapagos NV, as set forth in the articles of association, reconciles to ‘share capital’ on the balance sheet as follows:
(thousands of €) |
2019 |
2018 |
---|---|---|
On 1 January |
236,540 |
233,414 |
Share capital increase |
55,189 |
19,090 |
Costs of capital increase |
(4,447) |
(15,964) |
Share capital on 31 December |
287,282 |
236,540 |
|
|
|
Aggregate share capital |
349,789 |
294,600 |
Costs of capital increase (accumulated) |
(62,507) |
(58,060) |
Share capital on 31 December |
287,282 |
236,540 |
Costs of capital increases are netted against the proceeds of capital increases, in accordance with IAS 32 Financial instruments: disclosure and presentation.
History of share capital
The history of the share capital of Galapagos NV between 1 January 2018 and 31 December 2019 is as follows:
Date |
Share capital |
Share capital |
Number of shares |
Aggregate |
Aggregate share |
---|---|---|---|---|---|
1 January 2018 |
|
|
|
50,937 |
275,510 |
20 March 2018 |
|
1,613 |
298 |
|
|
20 June 2018 |
|
556 |
103 |
|
|
17 September 2018 |
16,021 |
|
2,961 |
|
|
3 October 2018 |
|
733 |
135 |
|
|
23 November 2018 |
|
167 |
31 |
|
|
31 December 2018 |
|
|
|
54,466 |
294,600 |
|
|
|
|
|
|
1 January 2019 |
|
|
|
54,466 |
294,600 |
20 March 2019 |
|
808 |
149 |
|
|
20 June 2019 |
|
1,127 |
208 |
|
|
23 August 2019 |
36,945 |
|
6,829 |
|
|
18 September 2019 |
|
1,632 |
302 |
|
|
6 November 2019 |
|
14,162 |
2,618 |
|
|
25 November 2019 |
|
515 |
95 |
|
|
31 December 2019 |
|
|
|
64,667 |
349,789 |
On 31 December 2019, Galapagos NV’s share capital amounted to €349,789 thousand, represented by 64,666,802 shares. All shares were issued, fully paid up and of the same class.
All of the share issuances listed above were for cash consideration.
The below table summarizes our capital increases for the years 2019 and 2018.
(thousands of €, except share data) |
Number of shares |
Share capital |
Share premium |
Share capital and share premium |
Average exercise price warrants (in €/ warrant) |
Closing share price on date of capital increase (in €/ share) |
---|---|---|---|---|---|---|
On 1 January 2019 |
54,465,421 |
236,540 |
1,277,780 |
1,514,320 |
|
|
|
|
|
|
|
|
|
20 March 2019: |
149,370 |
808 |
2,673 |
3,481 |
23.30 |
90.32 |
|
|
|
|
|
|
|
20 June 2019: |
208,310 |
1,127 |
3,198 |
4,325 |
20.76 |
113.55 |
|
|
|
|
|
|
|
23 August 2019: |
|
|
|
|
|
|
Ordinary shares (fully paid) |
6,828,985 |
36,945 |
923,142 |
960,087 |
|
|
Derecognition of financial liability from share subscription agreement |
|
|
56,749 |
56,749 |
|
|
Underwriter discounts and offering expenses (paid) |
|
(4,447) |
|
(4,447) |
|
|
Total share subscription by Gilead |
6,828,985 |
32,498 |
979,891 |
1,012,389 |
|
148.90 |
|
|
|
|
|
|
|
18 September 2019 |
301,745 |
1,632 |
5,043 |
6,675 |
22.12 |
145.25 |
|
|
|
|
|
|
|
6 November 2019: |
|
|
|
|
|
|
Exercise of warrant A |
2,617,791 |
14,162 |
353,873 |
368,035 |
|
|
Derecognition of financial liability related to warrant A |
|
|
78,953 |
|
|
|
Total exercise of warrant A by Gilead |
2,617,791 |
14,162 |
432,826 |
368,035 |
140.59 |
170.75 |
|
|
|
|
|
|
|
25 November 2019: |
95,180 |
515 |
2,172 |
2,687 |
28.23 |
172.95 |
|
|
|
|
|
|
|
On 31 December 2019 |
64,666,802 |
287,282 |
2,703,583 |
2,911,912 |
|
|
(thousands of €, except share data) |
Number of shares |
Share capital |
Share premium |
Share capital and share premium |
Average exercise price warrants (in €/ warrant) |
Closing share price on date of capital increase (in €/ share) |
---|---|---|---|---|---|---|
On 1 January 2018 |
50,936,778 |
233,414 |
993,025 |
1,226,439 |
|
|
|
|
|
|
|
|
|
20 March 2018: |
298,184 |
1,613 |
2,311 |
3,924 |
13.16 |
83.72 |
|
|
|
|
|
|
|
20 June 2018: exercise of warrants |
102,801 |
556 |
781 |
1,337 |
13.01 |
85.00 |
|
|
|
|
|
|
|
17 September 2018: |
|
|
|
|
|
|
ADSs (fully paid) |
2,961,373 |
16,021 |
280,167 |
296,188 |
|
|
Underwriter discounts and offering expenses (paid) |
|
(15,964) |
|
(15,964) |
|
|
Total U.S. public offering |
2,961,373 |
57 |
280,167 |
280,224 |
|
99.68 |
|
|
|
|
|
|
|
3 October 2018: |
135,485 |
733 |
1,281 |
2,014 |
14.86 |
94.32 |
|
|
|
|
|
|
|
23 November 2018: |
30,800 |
167 |
215 |
382 |
12.40 |
88.90 |
|
|
|
|
|
|
|
On 31 December 2018 |
54,465,421 |
236,540 |
1,277,780 |
1,514,320 |
|
|
The board of directors is authorized for a period of five years starting from the date of publication in the Annexes to the Belgian State Gazette of the shareholders’ resolution that granted the renewed authorization to increase the share capital of Galapagos NV within the framework of the authorized capital through contributions in kind or in cash, with limitation or cancellation of the shareholders’ preferential subscription rights. Said authorization can be renewed. The authorized capital of Galapagos consists of two parts. A general authorization for capital increases up to 20% of the share capital at the time of convening the shareholders’ meeting of 22 October 2019 (i.e. €67,022,402.04) was renewed and is valid for a period of five years from the date of publication of this renewal in the Annexes to the Belgian State Gazette, i.e. 13 November 2019. A specific authorization for capital increases of more than 20% and up to 33% of the share capital at the time of the convening the shareholders' meeting of 25 April 2017 (i.e. €82,561,764.93), was renewed and is valid for a period of five years from the date of publication of this renewal in the Annexes to the Belgian State Gazette, i.e. 31 May 2017. This specific part of the authorized capital can, however, only be used in a number of specific circumstances and upon a resolution of the board of directors that all independent directors (within the meaning of article 526ter of the Belgian Companies Code) approve. The board of directors is currently not authorized to increase the share capital after notification by the FSMA (Financial Services and Markets Authority) of a public takeover bid on Galapagos NV’s shares.
As of 31 December 2019, an amount of €67,022,402.04 still remained available under the general part of the authorized capital and an amount of €13,717,929.80 remained available under the specific part of the authorized capital.